UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(Commission File Number)
DBA Quantum Energy Corporation |
(Exact name of registrant as specified in its charter) |
| ||
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
|
|
|
| ||
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class |
| Trading symbol(s) |
| Name of each exchange on which registered |
|
|
|
|
|
Securities registered pursuant to Section 12(g) of the Act:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
|
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
The aggregate market value of the common stock, par value $0.001 per share (“Common Stock”), held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2023) was $
The Company had
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K into which the document is incorporated: None
TABLE OF CONTENTS
| 2 |
| Table of Contents |
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
Information included in this Form 10-K contains forward-looking statements. This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of flooidCX Corp. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
| 3 |
| Table of Contents |
PART I
ITEM 1. BUSINESS.
In this report, unless the context requires otherwise, references to the “Company”, “flooidCX”, “Quantum”, “we”, “us” and “our” are to flooidCX Corp.
Corporate History
flooidCX Corp. was incorporated on January 7, 2014 in the State of Nevada as Baixo Relocation Services, Inc. We changed our name to “Gripevine Inc.” in December 2016 and also changed our trading symbol to “GRPV” on February 1, 2017.
Change in Fiscal Year
On December 19, 2022, our board of directors approved the change in our fiscal year end from February 28th to December 31st. As a result of the change in fiscal year end, the Company filed a transition report on Form 10-KT on May 4, 2023 for the 10 month transition period ending December 31, 2022. In accordance with section 1365.6 of the SEC's Financial Reporting Manual (the "FRM") and Financial Reporting Release 35 ("FRR 35"), the Company has elected not to recast its prior period financial statements to conform with its newly adopted fiscal year. As such, the comparative period presented in our financial statements reflects the ten-month transition period from March 1, 2022 through December 31, 2022.
2019 Name Change
Effective March 18, 2019, we changed our name to flooidCX Corp. from Gripevine, Inc. pursuant to Certificate of Amendment to our Articles of Incorporation filed with the Nevada Secretary of State and also changed our trading symbol to “FLCX”. Effective February 2, 2024, we changed our name to Quantum Energy Corporation from flooidCX Corp. pursuant to Certificate of Amendment to our Articles of Incorporation filed with the Nevada Secretary of State. The Company will file with FINRA to change its trading name as soon as the Company is current with its required filings with the SEC.
Change in Control
In July 2022, flooidCX Corp., underwent a change in control when MP Special Purpose Corp. acquired a significant ownership stake, initiating a comprehensive reorganization including leadership changes. The acquisition allowed the company to secure critical professional talent on a long-term contract basis and marked a strategic pivot from customer-business communications to the development and sale of private electricity generating equipment, underscoring a commitment to distributed energy, owned by the consumer, that includes sustainable design, sustainable energy equipment and services. As of December 31, 2023, MP Special Purpose Corp.'s ownership has adjusted to 322,374 shares, representing 0.656% of the company, reflecting changes in the company's ownership structure over the year.
| 4 |
| Table of Contents |
BUSINESS OPERATIONS
General
flooidCX Corp,/ Quantum Energy Corporation(referred to herein as a “flooidCX”, “flooid”, “flooid/Quantum”, “Quantum”or the “Company”) is at the vanguard of revolutionizing 100% distributed direct electrical energy systems, owned by the consumer, with our leading exclusively licensed and patent pending technologies. As the worldwide exclusive licensee for Harvested and Thermal Electrical Energy Collection and Transmission (“EET”), Photon Lighting Systems, photonic and photovoltaic energy harvesting, thermal waste to energy conversion, the sole provider of Photon Engines, and leading-edge energy conditioning and storage systems, flooid/Quantum is setting new standards in energy efficiency and sustainability. flooid/Quantum’s Direct Energy Systems both conserve electrical energy and produce new available electrical energy capacity, from energy harvesting, conversion and storage. flooid/Quantum’s mission also extends to the recycling and processing of rare earth materials, including magnets, essential for use in nearly every electrical device requiring high-quality magnets and magnetic assemblies, further bolstering our commitment to innovative energy solutions.
Market Opportunity
The demand for sustainable and efficient energy solutions, and additional electrical capacity is rapidly increasing, driven by population growth, increasing worldwide demand, global efforts to reduce carbon emissions and enhance energy security. The Company’s unique product offerings, developed by noted research engineer Dennis M. Danzik, and his technology and product development process including EET, Photon Lighting Systems, and photonic and heat harvesting products, that allow any light fixture, furniture, walls, ceilings and other unique applications, to harvest active and ambient light and generate energy. flooid/Quantum’s Photon Engines or Magnetic Propulsion Units require minimal energy to store, condition, and produce clean electrical output. flooid/Quantum’s technology places the Company at the forefront of this market shift. flooid/Quantum’s technology to recycle and process rare earth products, including magnets, has opened additional avenues for growth, underscoring our comprehensive approach to energy innovation.
Products
flooid/Quantum’s proprietary EET technology is the patent pending ability to transmit harvested electrical energy through the open channels of any USB or ethernet cable from as low as 80 Watts to over several hundred Watts per channel. EET also follows low-voltage protocol in many installations, eliminating conduit, and also eliminating standardized electrical cable. This dramatically lowers both new and remodeling construction costs. In many installations, EET can completely replace 110-120 V outlets and related switches, wire, conduit, and panel costs, including AC circuit breakers and related equipment. The technology also affords superior remote control and remote monitoring.
A series of powerful electrical accessories has emerged from EET technology which includes a new series of electrical adapters, and connectors which replace high consumption inversion and conversion electrical devices. One specific example is the SAFEwatt ethernet power adapter that replaces a wide variety of electrical adapters that power laptop and desktop computers. A typical power adapter for even the simplest of laptops will consume anywhere from 140 to as much as 200 Watts of electrical energy, as that adapter is powered by a common 110 to 120 V AC wall plug. Replacing such adapters with a SAFEwatt adapter reduces that power consumption to 15 to 20 volts DC, and an average of 60 Watts, or about one third the power consumption of a typical computer adapter. The technology also applies to monitors, broadcast stations and computer servers. The Company estimates this product series will exceed 200 custom EET adapter devices for use in mobile phone chargers, laptop computers, desktop computers, desk lighting, computer servers, and a wide variety of other low-voltage direct current consumption devices, that currently are overpowered by common 110 to 120 V AC and 240-volt AC power sources.
| 5 |
| Table of Contents |
Photon Lighting System- Our exclusive technology transforms existing and new lighting fixtures into energy harvesting power generators across a range of light sources, from LED to sodium vapor, catering to diverse applications in industrial, commercial, and residential settings. The Photonic energy harvesting systems work in both active, and ambient light, both indoor and outdoor.
Photovoltaic Systems- The Company’s unique photovoltaic harvesting systems are significantly lighter than today’s conventional solar systems. Some of the Company’s photovoltaic systems also offer self-cleaning, and protective options.
Thermal Energy Harvesting- The Company is leading the application of thermal (heat and cold wasted energy) to both heat to light and heat to electricity conversion. Energy harvesting at every source is sustainable and profitable.
Photon Engines- These engines exemplify efficiency, converting minimal input power (typically less than 12 volts DC) into stored mechanical energy, and then converts that stored energy into conditioned and clean electrical energy, (typically 48 volts DC), a hallmark of innovation in energy generation. Danzik’s Magnetic Propulsion discoveries allow a single low speed flywheel to multiply the speed of subsequent flywheels in the engine system, and then the alternator systems, which then rotate at high speeds of 500 to over 5,000 rpm. Magnetic Propulsion refers to the magnetic levitation, and increased speed of each flywheel, with zero contact, permanent magnet drives, that eliminate chains, conventional transmissions, belts, gears and all other physical drive connections.
Applications- The Company’s holistic Direct Energy Systems, encompassing Photon Lighting, Photovoltaic, Thermal, Photon Engines, conditioning and energy storage system along with integrated controls, are designed for end-to-end consumer operation, adaptable across various industrial, commercial, institutional, and residential settings including off-grid applications.
Rare Earth- Our involvement in the rare earth sector, with operational recycling and processing facilities in Wyoming, and Missouri, underscores our dedication to securing essential materials for our high-grade magnets and assemblies, crucial for a wide range of industries.
Magnets and Magnetic Assemblies- The Company’s world-class manufacturing processes produce high-quality magnets and assemblies, meeting stringent requirements for the electrical, aerospace, and medical industries, among others.
Batteries- The Company’s Iron-Air battery and other third-party battery technologies offers a sustainable, cost-effective, and safer alternative to lithium batteries, complemented by our comprehensive energy storage systems, including charge controllers, inverters, and software monitoring.
Marketing Strategies
Our marketing strategy is meticulously designed to position us as leaders in the sustainable energy market, capitalizing on our unique technological innovations, commitment to sustainability, and the urgent global shift towards renewable energy sources, and the impact of escalating energy costs. The Company’s Energy Systems are sold and serviced by Licensed Distributors, under a 240-month contract, and installed, monitored and serviced by Licensed Distributors, with no upfront cost to the purchaser. This proven marketing and sales strategy sets a firm platform in place for the Company to concentrate on manufacturing capacity and growth through timely supply of Direct Energy Systems, and related components.
Technological Superiority and Innovation
Showcase Innovations- We plan to highlight our proprietary technologies' unique benefits, in all marketing materials and campaigns.
Case Studies and White Papers- Develop and disseminate case studies and white papers that demonstrate the effectiveness and efficiency of our technologies in real-world applications, reinforcing our message with concrete examples and data. Quantum also has an aggressive internet sales, education and information programs. Quantum also presents sales and educational information about its Direct Energy Systems through news and media relationships, as well as trade and industry shows.
| 6 |
| Table of Contents |
Sustainability Credentials
Sustainability Reporting- Regularly publish sustainability reports detailing our achievements in reducing carbon footprints and enhancing energy efficiency, providing transparency and building trust with environmentally conscious consumers.
Environmental Certifications- Pursue and promote environmental certifications for our products and operations, such as Energy Star, LEED, or similar, to validate our commitment to sustainability.
Leveraging the Growing Necessity for Renewable Energy
Market Education- Launch educational initiatives, including webinars, workshops, and online content, to raise awareness about the importance of renewable energy and how our products contribute to environmental sustainability.
Industry Trends and Data- Utilize industry trends and data to underscore the growing necessity for renewable energy solutions in marketing communications, highlighting the potential energy savings and environmental benefits associated with our products.
Targeted Marketing
Digital Marketing- Employ a robust digital marketing strategy, including SEO, content marketing, and social media campaigns, to reach a global audience and engage with potential customers across various online platforms.
Trade Shows and Conferences- Participate in key industry trade shows and conferences to showcase our technologies, connect with potential customers, and engage in thought leadership.
Strategic Partnerships
Collaborations with Industry Leaders- Form strategic partnerships with industry leaders, NGOs, and governmental bodies to co-market our solutions, access new markets, and benefit from the credibility and reach of established entities.
Channel Partnerships- Develop channel partnerships with distributors, resellers, and integrators to expand our market reach and provide comprehensive solutions to end-users.
Customer Engagement and Feedback
Customer Success Stories- Share customer success stories through various channels to illustrate the practical benefits and real-world impact of our solutions, encouraging potential customers to envision similar outcomes.
Feedback Loops- Implement mechanisms to gather and respond to customer feedback, ensuring our products and marketing strategies remain aligned with market needs and preferences.
Metrics and Evaluation
Performance Metrics- Establish clear metrics for evaluating the effectiveness of marketing strategies, including lead generation, conversion rates, customer acquisition costs, and return on marketing investment.
Continuous Optimization- Regularly review and adjust marketing strategies based on performance data and market feedback, ensuring agility and responsiveness to market dynamics.
| 7 |
| Table of Contents |
INTELLECTUAL PROPERTY
flooid/Quantum vigorously pursues exclusive licenses and intellectual property protection for our innovative technologies, including exclusive licenses and patents for Photon Lighting Systems, Photovoltaic Systems, Photon Engines, as well as energy storage and distribution systems. Flooid/Quantum owns and develops trademarks and copywritten materials that secure our brand identity in the global market. Our commitment to research and development, and legal protection strategies ensures our technological advancements remain proprietary and competitive.
COMPETITION
flooidCX operates in the highly dynamic and competitive sustainable energy market, distinguished by rapid technological advancements and a diverse range of participants. Our competitive edge is rooted in our proprietary technologies, environmental commitment, and the scalability of our solutions.
Innovative Technologies- flooid/Quantum’s standout offerings, such as the Photon Lighting Systems and Photon Engines, developed by noted research and development engineer, Dennis M. Danzik, and his team of skilled and seasoned researchers, industrial design experts, engineers, machinists and fabricators showcase flooid/Quantum technological leadership. These systems not only exemplify energy efficiency but also align with global sustainability goals, setting us apart in the marketplace.
Sustainability Commitment- The Company prioritizes eco-friendly practices across all operations, from rare earth mining to the development of our recyclable Quantum SAFE Iron-Air battery technology. This commitment to sustainability underscores our dedication to advancing green energy solutions.
Scalability and Versatility- flooid/Quantum products are designed for wide-ranging applications, from industrial to residential settings, ensuring adaptability to various consumer needs. This flexibility enhances our market reach and consumer empowerment, driving the adoption of renewable energy.
Strategic Partnerships- By forging strategic alliances and engaging in collaborative innovation, we strengthen our market position and accelerate technology adoption. These partnerships support our mission to lead the transition to renewable energy and amplify our impact.
Navigating Market Challenges- flooid/Quantum is proactive in addressing the competitive challenges of pricing pressures and technological evolution. Our commitment to continuous improvement, customer satisfaction, and environmental stewardship guides our path forward in the sustainable energy sector.
ITEM 1A. RISK FACTORS.
This item is not applicable as the Company is a smaller reporting company
ITEM 1B. UNRESOLVED STAFF COMMENTS.
As of the date of this report, we do not have any unresolved staff comments from the Securities and Exchange Commission.
ITEM 1C. CYBERSECURITY
Risk management and strategy
Management of material risks from cybersecurity threats is
The Company is not aware of any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.
| 8 |
| Table of Contents |
Governance
The
From the last quarter of 2023 through the date of this Report, the Company’s President, Dennis Danzik, is responsible for managing the Company’s cybersecurity risk. Mr. Danzik has served as the Company’s President since 2022. His business experience includes industrial engineering, program development and technical management. Until the beginning of 2025, flooid/Quantum was a small company with a limited number of employees and any cybersecurity threat or incident, of which there were none, were immediately brought to the attention of Mr. Danzik. Further, as noted above, Mr. Danzik would immediately inform his fellow board members, including Messrs. Kitchen and Mr. Westbrook.
ITEM 2. PROPERTIES.
The Company is in the process of transferring title, expected to be delivered in June of 2025, for a 168-acre laboratory, magnetics recycling and processing facility, including a laboratory, at 225 Lane 13, Powell, Wyoming.
The Company is in the process of transferring title, expected to be delivered in June of 2025 for 52 acres of industrial property with a 2,400 sq ft office building located in Byron, Wyoming. The Company operates its executive offices at 3960 Howard Hughes Parkway Suite 500, Las Vegas, Nevada 89169, its Laboratories are located at 7543 E Tierra Buena Lane, Scottsdale, AZ 85260, and additional laboratories and fabrication facilities at 7464 E Tierra Buena Lane, Scottsdale, Arizona 85260.
ITEM 3. LEGAL PROCEEDINGS.
As of the date of this Report, management is not aware of any legal proceedings contemplated by any government authority or any other party involving us or our properties. As of the date of this Report, no director, officer, or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
ITEM 4. MINE SAFETY DISCLOSURES.
Not Applicable.
| 9 |
| Table of Contents |
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information
On March 4, 2015, our shares were listed for trading on the OTC Electronic Bulletin Board (OTCBB) under the symbol “BXRO”. Our trading symbol was changed to “GRPV” on February 1, 2017 and then to “FLCX” on March 15, 2019. The market for our common stock is limited and can be volatile.
Holders
As of December 31, 2023, an aggregate of 49,166,697 shares of common stock were issued and outstanding and were owned by approximately 210 holders of record based on information provided by our transfer agent.
Dividends
We have never declared or paid a cash dividend. At this time, we do not anticipate paying dividends in the future. We are under no legal or contractual obligation to declare or to pay dividends, and the timing and amount of any future cash dividends and distributions is at the discretion of our Board of Directors and will depend, among other things, on our future after-tax earnings, operations, capital requirements, borrowing capacity, financial condition and general business conditions. We currently plan to retain any earnings for use in the operation of our business and to fund future growth. You should not purchase our Shares with the expectation that you will receive dividends in the foreseeable future.
| 10 |
| Table of Contents |
Securities Authorized for Issuance Under Equity Compensation Plans
As of the end of the most recently completed fiscal year, there were no securities authorized for issuance under equity compensation plans.
Transfer Agent and Registrar
Our transfer agent and registrar is VStock Transfer located at 18 Lafayette Place, Woodmere, New York 11598.
Issuer Purchases of Securities
None.
ITEM 6. SELECTED FINANCIAL DATA.
Not applicable.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Overview
The following discussion should be read in conjunction with our audited financial statements and the related notes that appear under Item 8 in this Report on Form 10-K. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. The Company’s actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Report on Form 10-K. The consolidated financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Years Ended December 31, 2023 and Ten Months Ended 2022
Our financial results for the years ended December 31, 2023 and ten months ended December 31, 2022 are summarized as follows:
|
| For the Year Ended December 31, 2023 |
|
| For the Ten Months Ended December 31,2022 |
| ||
|
|
|
|
|
|
| ||
Revenue |
| $ | 6,500,000 |
|
| $ | - |
|
|
|
|
|
|
|
|
|
|
Operating Expenses |
|
|
|
|
|
|
|
|
General and Administrative |
|
| 484,429 |
|
|
| 33,506 |
|
Total Operating Expenses |
|
| 484,429 |
|
|
| 33,506 |
|
|
|
|
|
|
|
|
|
|
Operating Income (Loss) |
|
| 6,015,571 |
|
|
| (33,506 | ) |
|
|
|
|
|
|
|
|
|
Other Income (Expense) |
|
| (5,221,894 | ) |
|
| 193,701 |
|
|
|
|
|
|
|
|
|
|
Net Income from Continuing Operations |
|
| 793,677 |
|
|
| 160,195 |
|
|
|
|
|
|
|
|
|
|
Net Loss from Discontinued Operations |
|
| - |
|
|
| (173,201 | ) |
|
|
|
|
|
|
|
|
|
Net Income (Loss) |
| $ | 793,677 |
|
| $ | (13,006 | ) |
| 11 |
| Table of Contents |
Revenue
|
| For the Year Ended December 31, 2023 |
|
| For the Ten Months Ended December 31, 2022 |
| ||
|
|
|
|
|
|
| ||
Revenue |
| $ | 6,500,000 |
|
| $ | - |
|
We generated revenues of $6,500,000 and $0 for the years ended December 31, 2023 and 2022, respectively.
During the fourth quarter of 2023, flooid/Quantum sold both exclusive and non-exclusive Licensed Distributorships, including exclusive Licensed Distributorships in Eastern Canada, to Canadian Energy Partners, Ltd; in the State of Washington, to Aesir Energy, LLC; and in Oklahoma, to BD Energy Partners, Inc. The licensed Distributorships were sold for $1.5 million each. The Company also entered into non-exclusive licensed distributorship agreements with Inductance Energy and Viridis Energy, Inc. for $1.5 million and $500,000, respectively.
General and Administrative
|
| For the Year Ended December 31, 2023 |
|
| For the Ten Months Ended December 31, 2022 |
| ||
|
|
|
|
|
|
| ||
General and Administrative |
| $ | 484,429 |
|
| $ | 33,506 |
|
During the year ended December 31, 2023, we incurred general and administrative expense in the amount of approximately 484,000 compared to approximately $34,000 for the ten months ended December 31, 2022, an increase of approximately $450,000. During the year ended December 31, 2023, professional fees increased by approximately $147,000, advertising expense increased by approximately $152,000, accounting fees increased by approximately $73,000, legal fees increased by approximately $75,000 and office expense increased by approximately $3,000. The increases were primarily due to the increased business operations and terminated merger activity.
Other (Expense) Income
|
| For the Year Ended December 31, 2023 |
|
| For the Ten Months Ended December 31, 2022 |
| ||
|
|
|
|
|
|
| ||
Other (Expense) Income |
| $ | (5,221,894 | ) |
| $ | 193,701 |
|
Other expense was approximately $5,222,000 for the year ended December 31, 2023, compared to other income of approximately $194,000 for the ten months ended December 31, 2022, an increase of approximately $5,416,000. The increase in other expense was primarily driven by a loss on debt settlement of approximately $5,094,000.
| 12 |
| Table of Contents |
Discontinued Operations
|
| For the Year Ended December 31, 2023 |
|
| For the Ten Months Ended December 31, 2022 |
| ||
|
|
|
|
|
|
| ||
Discontinued Operations |
| $ | - |
|
| $ | (173,201 | ) |
On June 27, 2022, the Company finalized the split-off of MBE Holdings, Inc, which was a former operating subsidiary of the Company. As a result of the split off, the Company recognized the results of the former subsidiary in discontinued operations for the ten months ended December 31, 2022. The Company did not have any discontinued operations for the year ended December 31, 2023.
LIQUIDITY AND CAPITAL RESOURCES
The Company’s ability to generate and obtain adequate amounts of capital to meet its manufacturing, installation, and overhead is accomplished through the sales of licenses to entities that install and service its technologies and Direct Energy Systems.
The Company’s capital resource plan is managed through two distinct pathways. The first being the Company’s general operating overhead, including its administrative, accounting, sales, and other general expenses which are covered through the sales of the Company’s technology licenses, and related fees to its licensed distributors. The second is the funding of a customer’s specific installation of a Direct Energy System. The funding of any energy system installed by the Company is completed independently as a stand-alone financing function. Direct Energy System installations are funded either through its customers or through a separate investment made by investors that are interested in the various benefits of investing in a specific customer’s installation.
Through our 2025 fiscal year the Company has maintained steady sales of its licenses, and has generated fees to cover its capital needs to date. The Company currently generates approximately $2 million per month on average on the sales of its licenses, and related fees.
Beginning in March of 2025, the Company began Direct Energy System installations in Arizona and Texas. The Company’s installation work is funded primarily through customer sales, and independent investment in equipment at the customer’s location. All customers currently are required to sign a 240-month long-term equipment sale or lease agreement with the Company. Installation funding covers two segments of revenue to be collected from the customer. The actual work, known as the installation fee, and the monthly equipment fee for the Direct Energy System installed. As of March of 2025, the Company had contracted or recorded as a 2025 work, or pending contracts, approximately $68 million and installation fees, and approximately $35 million in recurring revenue. Monthly recurring revenue during the 240-month contract is collectible after the installation is completed and the Direct Energy System is commissioned and operable.
Company capital demands are based and regulated by the Company by limiting installations to fully funded customer projects. If funding is not obtained for an installation project, then no capital is spent on that project in regards to design, engineering, permitting, or manufacturing. This greatly regulates and limits the possibility of a large demand being put on company cash resources.
| 13 |
| Table of Contents |
The Company projects that it will increase its potential installation fees during its 2025 fiscal year to more than $150 million, and that potential recurring revenue contracts will exceed $100 million. This would require the Company to fund through customer or investment approximately $35 million during the 2025 fiscal year, that would be used for manufacturing and product placement to fulfill the potential contracts. The Company manufactures photonic, photovoltaic, Hydro, and a wide variety of other equipment, assemblies, computers, software, and parts that make up a Direct Energy System. The ability for the Company to produce the products and provide the necessary labor to install this potential contract work is solely based on the ability of our customers, or investors, to provide the capital necessary to complete the work.
At the present time the Company’s liquidity is limited. The Company anticipates that its available cash will increase during the 2025 fiscal year, so long as customer and investor capital is made available to the Company.
The Company has limited ability, or plans to offer equity, or to take on additional debt to finance customer installations. At the time of this filing, the Company feels that its current ability to obtain customer and investor capital for the installation of its systems is adequate to meet demand.
The Company is engaged in the electrical energy industry, a capital-intensive manufacturing, and service business. The Company has developed and put in place a system where the sale of its Direct Energy Systems, and a customer installation is regulated, by having customer or investor financing for the customer installation secured prior to the start of any manufacturing or installation work. This system insurers that the Company does not build a demand for cash that it cannot meet.
The Company’s plans that are in place for sales of its energy systems, as well as the costs associated with the installation of such systems at the customers locations also benefits the Company in the fact that its costs are real time, which allows the Company to adjust its sales prices and regulate installation costs on a case-by-case basis, as that installation is funded through customer or investment capital. In this manner, cost escalations in raw material, labor, freight, and a wide variety of other project related costs can be adjusted prior to the customer purchase agreement being executed.
The cash and cash equivalents change was as follows:
|
| For the Year Ended December 31, 2023 |
|
| For the Ten Months Ended December 31, 2022 |
| ||
Net Income (Loss) |
| $ | 793,677 |
|
| $ | (13,006 | ) |
Net Cash Flows Provided by (Used In) Operating Activities |
| $ | - |
|
| $ | (84,031 | ) |
Net Cash Flows Provided by (Used In) Investing Activities |
| $ | - |
|
| $ | - |
|
Net Cash Flows Provided by Financing Activities |
| $ | - |
|
| $ | 83,699 |
|
|
|
|
|
|
|
|
|
|
Net Change in Cash |
| $ | - |
|
| $ | (332 | ) |
Cash and cash equivalents |
|
|
|
|
|
|
|
|
Beginning of year |
| $ | - |
|
| $ | 332 |
|
End of year |
| $ | - |
|
| $ | - |
|
| 14 |
| Table of Contents |
Cash Flows from Operating Activities
For the year ended December 31, 2023, cash used in operating activities was $0 and primarily consisted of net income of approximately $794,000 and changes in operating assets and liabilities of approximately $6,004,000 primarily offset by a non-cash adjustment for the loss on debt extinguishment of approximately $5,094,000 and approximately loss on foreign currency translation of $116,000.
For the ten months ended December 31, 2022, cash used in operating activities was approximately $84,000 which primarily consisted of net loss of approximately $13,000, an increase in operating assets and liabilities of approximately $164,000. These amounts were partially offset by a non-cash foreign currency gain of approximately $207,000.
Cash Flows from Investing Activities
During the years ended December 31, 2023 and 2022, the Company had no cash flows provided by (used in) investing activities.
Cash Flows from Financing Activities
Net cash flows used in financing activities during the fiscal year ended December 31, 2023 was $0. During the ten months December 31, 2022, cash provided by financing activities was approximately $84,000, which was solely provided by the issuance of debt.
Working Capital
|
| Year Ended December 31, |
| |||||
|
| 2023 |
|
| 2022 |
| ||
|
|
|
|
|
|
| ||
Current Assets |
| $ | 6,500,000 |
|
| $ | - |
|
Current Liabilities |
|
| 4,101,547 |
|
|
| 3,898,489 |
|
|
|
|
|
|
|
|
|
|
Working Capital |
| $ | 2,398,453 |
|
| $ | (3,898,489 | ) |
Working capital increased by approximately $6.3 million between December 31, 2023 and December 31, 2022 primarily due to increase in accounts receivable of approximately $5.2 million and other receivables of approximately $1.3 offset by an increase in accounts payable and accrued expenses of approximately $300,000 and decrease in notes payable, including related parties, of approximately $100,000.
| 15 |
| Table of Contents |
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Revenue Recognition
The Company had only one revenue stream in 2023, which was revenue earned from the sale of distributor licenses. The distributor license provides a right to use for the Company’s technology to the distributor through an exclusive or non-exclusive agreement for a specific territory, dependent on the type of the Licensed Distributorship agreement. The right to use allows the distributor to install the Company’s direct energy systems. The license fee collected from the distributor based on the Licensed Distributorship agreement is considered a one-time fee. This license fee is non-refundable to the distributor.
The Company considers the license fees as earned at a point in time, and has no further performance obligations beyond approval of license use by the distributor, which occurs upon contract signature.
Revenue Recognition under ASC 606 Revenue from Contracts with Customers
In applying Accounting Standards Codification (“ASC”) 606, revenue is recognized by following a five-step process:
1. Identify the contract(s) with a customer. Evidence of a contract generally consists of a signed Licensed Distributorship agreement issued pursuant to the terms and conditions of an agreement.
2. Identify the performance obligations in the contract. The single performance obligation provides the distributor with a license of right to use the Company’s technology in a specific territory for a license fee.
3. Determine the transaction price. The purchase price stated is the fixed price stated in the License Distributor Agreement. The agreements with our customers do not include any form of variable consideration. The licensor and licensee agree that the Licensee may pay the stated fee in cash, real estate, or trade. When the license fee is paid by non-cash consideration, the license fee is measured by the estimated fair value of the non-cash consideration at the inception of the agreement.
4. Allocate the transaction price to the performance obligations in the contract. Because there is a single performance obligation no allocation is required.
5. Recognize revenue when (or as) we satisfy a performance obligation. Consideration from the Licensed Distributorship agreements is recognized at a point in time upon delivery of the license to the distributor.
The Company excludes from the transaction price all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers by the distributor. Accordingly, such tax amounts are not included as a component of net sales or cost of sales.
Accounts Receivable
Accounts receivables, net of the allowance for doubtful accounts, represent their estimated net realizable value, which approximates fair value. Provisions for doubtful accounts are recorded based on current conditions and reasonable and supportable forecasts. Receivables are written off when they are deemed uncollectible. As of December 31, 2023 and 2022, the Company had an accounts receivable balance of $5.2 million and $0, respectively. All amounts were deemed collectable as of December 31, 2023.
Other Receivables
During the year ended December 31, 2023, the Company began and ultimately terminated a merger with a third-party entity. In connection with this, certain of the Company’s accounts receivable were collected on behalf of flooidCX by this third-party entity in the amount of approximately $1.3 million. The Company has deemed these amounts imminently collectible as of December 31, 2023.
| 16 |
| Table of Contents |
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. The update was intended to improve financial reporting by requiring more timely recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be affected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. The Company adopted the new standard on January 1, 2023. The adoption did not have a material impact on our financial statements.
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures-In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (“CODM”). The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company is still assessing the impact of the ASU but does not believe it will have a material impact on its financial statements.
Income Taxes (Topic 740): Improvements to Income Tax Disclosures-In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU No. 2023-09 requires a public business entity (“PBE”) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025, and continuing to provide the pre-ASU disclosures for the prior periods or may apply the amendments retrospectively by providing the revised disclosures for all period presented. flooidCX Corp expects this ASU to only impact its disclosures with no impact to the Company’s results of operations, cash flows, and financial condition.
Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in this Update require a public business entity to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods. The objective of the disclosure requirements is to provide disaggregated information about a public business entity’s expense to help investors (a) better understand the entity’s performance, (b) better assess the entity’s prospects for future cash flows, and (c) compare an entity’s performance over time and with that of other entities. Public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is still assessing the new standard but does not believe it will have a material impact on its financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a “smaller reporting company”, we are not required to provide this information.
| 17 |
| Table of Contents |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Table of contents
18 |
| Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the board of directors of flooidCX Corp. dba Quantum Energy Corporation
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheet of flooidCX Corp. dba Quantum Energy Corporation and Subsidiaries (the "Company") as of December 31, 2023, the related consolidated statements of operations and comprehensive income (loss), shareholders’ equity (deficit), and cash flow for the year ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flow for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or are required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved especially challenging, subjective, or complex judgments.
We determined that there are no critical audit matters.
/s/
BCRG Group (PCAOB ID 7158)
We have served as the Company’s auditor since 2025.
April 15, 2025
| F-1 |
| Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Shareholders’ of flooidCX Corp.
flooidCX Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of flooidCX Corp. (the "Company") as of December 31, 2022, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the ten-month period then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the ten-month period then ended in conformity with accounting principles generally accepted in the United States.
Going Concern
The accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has no operating activities andat December 31, 2022, had a total stockholders’ deficit which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (U.S.) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the Board of Directors and that: (i) relate to accounts or disclosures that are material to the financial statements; and (ii) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ Macias Gini & O’Connell LLP
We served as the Company’s auditor from 2022 to 2023
Irvine, CA
May 3, 2023
| F-2 |
| Table of Contents |
FLOOIDCX CORP.
Consolidated Balance Sheets
(Expressed in U.S. dollars)
|
| As of December 31, |
| |||||
|
| 2023 |
|
| 2022 |
| ||
ASSETS |
|
|
|
|
|
| ||
Current Assets |
|
|
|
|
|
| ||
Cash and Cash Equivalents |
| $ |
|
| $ |
| ||
Accounts Receivable |
|
|
|
|
|
| ||
Other Receivables |
|
|
|
|
|
| ||
Total Current Assets |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total Assets |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
Accounts Payable and Accrued Liabilities |
| $ |
|
| $ |
| ||
Notes Payable |
|
|
|
|
|
| ||
Notes Payable - Related Parties |
|
|
|
|
|
| ||
Total Current Liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Stockholders' Equity (Deficit) |
|
|
|
|
|
|
|
|
Preferred A Stock, $ |
|
|
|
|
|
| ||
Preferred B Stock, $ |
|
|
|
|
|
| ||
Preferred C Stock, $ |
|
|
|
|
|
| ||
Preferred D Stock, $ |
|
|
|
|
|
| ||
Preferred E Stock, $ |
|
|
|
|
|
| ||
Common Stock, Par Value $ |
|
|
|
|
|
| ||
Common Stock Issuable |
|
|
|
|
|
| ||
Additional Paid-In Capital |
|
|
|
|
|
| ||
Accumulated Deficit |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Total Stockholder's Equity (Deficit) |
|
|
|
|
| ( | ) | |
Total Liabilities and Stockholders' Equity (Deficit) |
| $ |
|
|
|
| ||
(The accompanying notes are an integral part of these consolidate financial statements)
| F-3 |
| Table of Contents |
FLOOIDCX CORP.
Consolidated Statements of Operations and Comprehensive Income (Loss)
(Expressed in U.S. dollars)
|
|
| ||||||
|
| For the Year Ended December 31, 2023 |
|
| For the Ten Months Ended December 31, 2022 |
| ||
|
|
|
|
|
|
| ||
Revenue |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Operating Expenses |
|
|
|
|
|
|
|
|
General and Administrative |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total Operating Expenses |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Income (Loss) Before Other Expense |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
Other Income (Expense) |
|
|
|
|
|
|
|
|
Loss on Debt Settlement |
|
| ( | ) |
|
|
| |
Interest Expense |
|
| ( | ) |
|
| ( | ) |
(Loss) Gain on Foreign Currency Exchange |
|
| ( | ) |
|
|
| |
Total Other Income (Expenses) |
|
| ( | ) |
|
|
| |
|
|
|
|
|
|
|
|
|
Net Income from Continuing Operations |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net Loss from Discontinued Operations |
|
|
|
|
|
|
|
|
Operating Loss on Discontinued Operations |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
Net Loss from Discontinued Operations |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
Net Income (Loss) |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
Other Comprehensive Income (Loss) |
|
|
|
|
|
|
|
|
Foreign Currency Translation Loss on Continuing Operations |
|
|
|
|
|
| ||
Foreign Currency Translation Loss on Discontinued Operations |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
Comprehensive Income (Loss) |
| $ |
|
| $ | ( | ) | |
|
|
|
|
|
|
|
|
|
Weighted Average Number of Common Shares - |
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
| ||
Diluted |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net Income (Loss) Per Common Shares - Basic |
| $ |
|
| $ | ( | ) | |
Income (Loss) from Continuing Operations |
|
|
|
|
|
| ||
Loss from Discontinued Operations |
| $ |
|
| $ | ( | ) | |
|
|
|
|
|
|
|
|
|
Net Income (Loss) Per Common Shares - Diluted |
| $ |
|
| $ | ( | ) | |
Income (Loss) from Continuing Operations |
|
|
|
|
|
| ||
Loss from Discontinued Operations |
| $ |
|
| $ | ( | ) | |
(The accompanying notes are an integral part of these consolidated financial statements)
| F-4 |
| Table of Contents |
FLOOIDCX CORP.
Consolidated Statements of Stockholders’ Equity (Deficit)
(Expressed in U.S. dollars)
|
| Series A Preferred Stock |
|
| Series B Preferred Stock |
|
| Series C Preferred Stock |
|
| Common Stock |
|
| Common |
|
| Additional |
|
| Accumulated Other |
|
|
|
|
| Total Stockholders' |
| |||||||||||||||||||||||||
|
| $0.001 Par |
|
| $0.001 Par |
|
| $0.001 Par |
|
| $0.001 Par |
|
| Stock |
|
| Paid-in |
|
| Comprehensive |
|
| Accumulated |
|
| Equity |
| |||||||||||||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Issuable |
|
| Capital |
|
| Income |
|
| Deficit |
|
| (Deficit) |
| |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Balance - March 1, 2022 |
|
|
|
| $ |
|
|
| - |
|
| $ | - |
|
|
| - |
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ |
|
|
|
|
|
| ( | ) |
| $ | ( | ) | ||||||||
Split-off |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||||||||
Foreign Exchange Translation Loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||||||
Net Loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - December 31, 2022 |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||||||||
Cancellation of Preferred Stock |
|
| ( | ) |
|
| ( | ) |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | |||||||
Issuance of Preferred Stock for Advance on Cross License |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Conversion of Preferred Stock to Common Stock (30:1) |
|
| - |
|
|
|
|
|
| (760,000 | ) |
|
| (760 | ) |
|
| - |
|
|
| - |
|
|
| 22,800,000 |
|
|
| 22,800 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 22,040 |
| |
Issuance of Common Stock for Advance on Cross License |
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Issuance of Common Stock for Settlement of Debt |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Net Income |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - December 31, 2023 |
|
| - |
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| |||||||||||
(The accompanying notes are an integral part of these consolidated financial statements)
| F-5 |
| Table of Contents |
FLOOIDCX CORP.
Consolidated Statements of Cash Flows
(Expressed in U.S. dollars)
|
|
|
| |||||
|
| For the Year Ended December 31, 2023 |
|
| For the Ten Months Ended December 31, 2022 |
| ||
|
|
|
|
|
|
| ||
Cash Flows from Operating Activities |
|
|
|
|
|
| ||
Net Income (Loss) |
| $ |
|
| $ | ( | ) | |
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided By (Used In) Operating Activities: |
|
|
|
|
|
|
|
|
Loss on Settlement of Debt |
|
|
|
|
|
| ||
Loss (Gain) on Foreign Currency Transactions |
|
|
|
|
| ( | ) | |
Changes in Operating Assets and Liabilities: |
|
|
|
|
|
|
|
|
Accounts Receivable |
|
| ( | ) |
|
|
| |
Other Receivables |
|
| ( | ) |
|
|
| |
Accounts Payable and Accrued Liabilities |
|
|
|
|
|
| ||
Due to Related Parties |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net Cash Flows Provided by (Used In) Operating Activities |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
Cash Flows from Investing activities |
|
|
|
|
|
|
|
|
Purchase of Property and Equipment |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net Cash Flows Provided by (Used In) Investing Activities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities |
|
|
|
|
|
|
|
|
Proceeds from Loans Payable |
|
|
|
|
|
| ||
Proceeds from Related Party Loans |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net Cash Flows Provided by Financing Activities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net Change in Cash |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
Cash - Beginning of Year |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Cash - End of Year |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Cash Paid During the Year For: |
|
|
|
|
|
|
|
|
Interest |
| $ | |
|
| $ | |
|
Income Taxes |
| $ | |
|
| $ | |
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
Conversion of Debt through Issuance of Common Stock |
| $ |
|
| $ |
| ||
Increase in Equity and Decrease in Liabilities Related to Split-Off |
| $ |
|
| $ |
| ||
(The accompanying notes are an integral part of these consolidated financial statements)
| F-6 |
| Table of Contents |
FLOOIDCX CORP.
Notes to the Consolidated Financial Statements
Years Ended December 31, 2023 and 2022
(Expressed in U.S. Dollars)
1. Nature of Operations and Continuance of Business
flooidCX Corp (“flooid”), which is currently in process of changing its name to Quantum Energy Corporation, and formerly Gripevine, Inc. and Baixo Relocation Services, Inc. (the “Company”), was incorporated in the state of Nevada on January 7, 2014. Prior to the split-off of the MB Holdings, Inc. (“MB Holdings”), subsidiary, the Company was in the business of developing and building an online resolution platform.
Effective June 27, 2022, the Company entered into a split-off agreement with its President and majority shareholder at the time, and MP Special Purpose Corporation (“MP Special”). As part of the agreement the Company transferred its equity interest in MB Holdings, Inc., (“MBE”) to the majority shareholder, and the majority shareholder transferred his equity interest in the Company to MP Special in exchange for $
These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, creditors, and related parties, and the ability of the Company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations. As of December 31, 2023, the Company had no cash or cash equivalents and stockholders’ equity of approximately $
2. Significant Accounting Policies
Basis of Presentation
These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. These consolidated financial statements include the accounts of the Company and the following entities: Resolution 1, Inc., a wholly-owned subsidiary, and MBE Holdings, Inc., an entity that was wholly-owned subsidiary until the date of the split-off (Refer to Note 1). After the split-off MBE Holdings, Inc., was derecognized in the Company’s financial statements, and the activity of MBE Holdings, Inc. after the date of the split-off is not included in the accompanying consolidated financial statements.
The Company has evaluated subsequent events through the date of the filing with the Securities and Exchange Commission. The Company is not aware of any other significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on the Company’s financial statements.
All inter-company balances and transactions have been eliminated.
Revenue Recognition
The Company recognized $
| F-7 |
| Table of Contents |
Revenue Recognition under ASC 606 Revenue from Contracts with Customers
In applying Accounting Standards Codification (“ASC”) 606, revenue is recognized by following a five-step process:
1. Identify the contract(s) with a customer. Evidence of a contract generally consists of a Licensed Distributorship agreement (the agreement) issued pursuant to the terms and conditions of the agreement.
2. Identify the performance obligations in the contract. The single performance obligation provides the distributor with a right to use license to the Company’s technology in a specific territory for a license fee.
3. Determine the transaction price. The purchase price stated is a fixed price stated in the Licensed Distributor Agreement. The agreements with customers do not include any form of variable consideration. The licensor and licensee agree that the License Fee may be paid in cash, real estate, or trade. When the license fee is paid by non-cash consideration, the license fee is measured by the estimated fair value of the non-cash consideration at the inception of the agreement.
4. Allocate the transaction price to the performance obligations in the contract. Because there is a single performance obligation no allocation is required.
5. Recognize revenue when (or as) we satisfy a performance obligation. Consideration from the Licensed Distributorship agreements is recognized at a point in time upon delivery of the license to the distributor.
The Company excludes from the transaction price all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers by the distributor. Accordingly, such tax amounts are not included as a component of net sales or cost of sales.
Accounts Receivable
Accounts receivables, net of the allowance for doubtful accounts, represent their estimated net realizable value, which approximates fair value. Provisions for doubtful accounts are recorded based on historical collection experience, current conditions and reasonable and supportable forecasts. Receivables are written off when they are deemed uncollectible. As of December 31, 2023 and 2022, the Company had an accounts receivable balance of $
Other Receivables
During the year ended December 31, 2023, the Company began and ultimately terminated a merger with a third-party entity. In connection with this, certain of the Company’s accounts receivable were collected on behalf of flooidCX by this third-party entity in the amount of approximately $
Discontinued Operations
The Company identifies discontinued operations in accordance with ASC 205-20, Discontinued Operations. In accordance with the ASC subtopic, a discontinued operation may include a component of an entity or a group of components of an entity, or a business or nonprofit activity. Further, a disposal of a component of an entity or a group of components of an entity is reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results.
In accordance with ASC No. 205-20, Discontinued Operations, for all periods presented, the results of operations and related balance sheet items associated with the MB Holdings are reported in discontinued operations in the accompanying consolidated statements of operations. Refer to Note 8 for more information.
Reclassification
Certain prior period amounts have been reclassified to the current period presentation. The Company has netted the line “Deposit on Potential Merger” with Additional Paid-In Capital in the current period. During the previous periods such was included as contra-equity and the reclassification had no effect on the Total Stockholder’s Deficit line item.
Estimates and Assumptions
The preparation of these consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
| F-8 |
| Table of Contents |
Net Income (Loss) Per Share
Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the weighted average of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net loss per share if their inclusion would be anti-dilutive. Potentially dilutive shares outstanding as of December 31, 2023 and 2022 consisted of
Foreign Currency Transactions
The Company’s functional and reporting currency is the United States dollar. The functional currency of MBE and Resolution 1 is the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets, liabilities, and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.
The accounts of MBE (discontinued operations) and Resolution 1 are translated to United States dollars using the current rate method. Accordingly, assets and liabilities are translated into United States dollars at the period-end exchange rate while revenue and expenses are translated at the average exchange rates during the period. Related exchange gains and losses are included in a separate component of stockholders’ equity as accumulated other comprehensive income. In connection with split-off in June 2022, the Company derecognized the accumulated foreign currency translation gain of $
In addition, in accordance with ASC 830-20, Foreign Currency Transactions, any monetary assets or liabilities of the Company that are denominated in a foreign currency are revalued at the end of each reporting period based on the prevailing exchange rate. Foreign currency gains and losses on the revaluation are recognized as other income (loss). The Company holds notes payable denominated in the Canadian Dollar.
General and Administrative Expenses
General and administrative expenses include operating expenses such as compensation and benefits, occupancy costs, allocated costs from merger termination and other office overhead including rent that is not directly attributable to revenue-generating activities.
| F-9 |
| Table of Contents |
General and administrative expenses were as follows for the periods presented:
|
|
| ||||||
|
| For the Year Ended December 31, 2023 |
|
| For the Ten Months Ended December 31, 2022 |
| ||
General and administrative |
|
|
|
|
|
| ||
Professional fees |
| $ |
|
| $ |
| ||
Advertising |
|
|
|
|
|
| ||
Accounting fees |
|
|
|
|
|
| ||
Legal fees |
|
|
|
|
|
| ||
Office expense |
|
|
|
|
|
| ||
Total general and administrative |
| $ |
|
| $ |
| ||
New and Recently Adopted Accounting Standards
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. The update was intended to improve financial reporting by requiring more timely recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be affected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. The Company adopted the new standard on January 1, 2023. The adoption did not have an impact on our financial statements as we did not have any accounts receivable as of January 1, 2023.
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures-In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (“CODM”). The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company adopted the ASU beginning with its Form 10-K for the period ended December 31, 2024. However, the adoption of the new standard did not have a material impact on the requisite disclosure in its financial statements.
Income Taxes (Topic 740): Improvements to Income Tax Disclosures-In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU No. 2023-09 requires a public business entity (“PBE”) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025, and continuing to provide the pre-ASU disclosures for the prior periods or may apply the amendments retrospectively by providing the revised disclosures for all period presented. flooidCX Corp expects this ASU to only impact its disclosures with no impact to the Company’s results of operations, cash flows, and financial condition.
The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
| F-10 |
| Table of Contents |
Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in this Update require a public business entity to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods. The objective of the disclosure requirements is to provide disaggregated information about a public business entity’s expenses to help investors (a) better understand the entity’s performance, (b) better assess the entity’s prospects for future cash flows, and (c) compare an entity’s performance over time and with that of other entities. Public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is still assessing the new standard but does not believe it will have a material impact on its financial statements.
3. Notes Payable
At December 31, 2023, the Company owed approximately $
4. Notes Payable – Related Parties
At December 31, 2022, the Company owed $
At December 31, 2022, the Company owed $
As of December 31, 2023, all notes payable with related parties, with total outstanding balance, have been assigned to Thorafore Capital Partners, LLC, unrelated third party (“third party”). All outstanding notes payable with related parties assigned to the third party were denominated in Canadian Dollars.
5. Other Related Party Transactions
During the year ended December 31, 2023, the Company had no transactions with other related parties.
At December 31, 2022, the Company owed $nil to the Chief Operating Officer (“COO”) of the Company. During the ten months ended December 31, 2022, the Company incurred $nil in research and development fees to the COO of the Company.
During the ten months ended December 31, 2022, the Company incurred $nil in research and development fees to the President of the Company.
During the ten months ended December 31, 2022, the Company incurred $nil in administrative fees, which is included in general and administrative expense, to the office manager who is also the spouse of the President of the Company.
During the ten months ended December 31, 2022, the Company recognized stock-based compensation of $nil to the President, COO and directors of the Company. The Company also recognized stock-based compensation of $nil in general and administrative to the spouse of the President of the Company.
6. Loss on Debt Settlement
During August of 2023, the Company issued
7. Stockholders’ Equity (Deficit)
Stock Options
The following table summarizes the continuity of stock options:
|
| Number of Options |
|
| Weighted Average Exercise Price |
|
| Aggregate Intrinsic Value |
| |||
Balance – February 28, 2022 |
|
|
|
| $ |
|
| $ |
| |||
Expired |
|
| ( | ) |
|
|
|
|
|
| ||
Balance – December 31, 2022 |
|
|
|
| $ |
|
| $ |
| |||
Preferred Stock
The preferred stock contains certain rights and preferences as detailed below: There were
Series A Preferred Stock: (
The preferred A shares had the following rights and privileges:
| · | In the event of acquisition of the Company, the preferred stockholder will receive |
| · | |
| · |
During the second quarter of 2023, the Series A preferred shares were cancelled, and, as such, no shares were issued and outstanding as of December 31, 2023.
| F-11 |
| Table of Contents |
Series B Preferred Stock: (
The preferred B shares had the following rights and privileges:
| · | |
| · | Each holder shall be entitled to cast no votes. |
| · |
During the year ended December 31, 2023, the Company issued
Series C Preferred Stock: (
The preferred C shares had the following rights and privileges:
| · | The stockholder cannot convert into common stock; and |
| · | |
| · |
During the year ended December 31, 2023, the Company issued
Series D Preferred Stock: (
| · | |
| · | Each holder of preferred stock shall be entitled to cast no votes. |
| · |
Series E Preferred Stock: (
| · | |
| · | Each holder of preferred stock shall be entitled to cast no votes |
| · |
Common Stock
The Company has
During the year ended December 31, 2023, the Company issued
| F-12 |
| Table of Contents |
8. Discontinued Operations
On June 27, 2022, the Company finalized the split-off of MBE Holdings, Inc. In connection with the transaction, the Company derecognized $
The Company has accounted for the Split-off of MBE Holding, Inc. as discontinued operations in accordance with ASC 205-20, Discontinued Operations.
The following financial information presents the statements of operations of MBE Holdings, Inc. for the ten months ended December 31, 2022:
|
| Ten Months Ended December 31, 2022 |
| |
|
|
|
| |
Total Revenue |
| $ |
| |
|
|
|
|
|
Operating Expenses |
|
|
|
|
General and administrative expense |
|
|
| |
Research and development |
|
|
| |
Total Operating Expenses |
|
|
| |
Operating Loss |
|
| |
|
Finance Costs |
|
| |
|
Net Loss on Discontinued Operations |
| $ | ( | ) |
In June 2022, the Company finalized the spin-off of MBE Holdings, Inc. The financial impact of this transaction was fully accounted for in the 2022 consolidated financial statements. There were no transactions or financial impacts related to the discontinued operations of MBE Holdings, Inc. in the year ended December 31, 2023.
The statements of cash flows do not present the cash flows from discontinued operations separately from cash flow from continuing operations. There was no amortization, capital expenditure, or other significant operating and investing noncash activity in the prior period.
| F-13 |
| Table of Contents |
9. Income Taxes
The following table reconciles the income tax benefit (expense) at the statutory rates to income tax benefit (expense) at the Company’s effective tax rate.
|
|
|
| |||||
|
| For the Year Ended December 31, 2023 |
|
| Ten Months Ended December 31, 2022 |
| ||
Net income (loss) before taxes |
| $ |
|
| ($ | ) | ||
Statutory tax rate |
|
| % |
|
| % | ||
Expected income tax due (recovery) |
|
|
|
|
| ( | ) | |
Permanent differences and other |
|
|
|
|
|
| ||
Change in valuation allowance |
|
| ( | ) |
|
|
| |
|
|
|
|
|
|
|
|
|
Income tax provision |
| $ |
|
| $ |
| ||
Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting processes. Deferred income tax assets and liabilities at December 31, 2023 and 2022 are comprised of the following:
|
| As of December 31, |
| |||||
Deferred Tax Assets (Liabilities): |
| 2023 |
|
| 2022 |
| ||
|
|
|
|
|
|
| ||
Net operating losses carried forward |
| $ |
|
| $ |
| ||
Interest expense |
|
|
|
|
|
| ||
Intangible amortization |
|
| ( | ) |
|
|
| |
Total Deferred Tax Assets (Liabilities): |
|
|
|
|
|
| ||
Less valuation allowance |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Net deferred tax asset (liability) |
| $ |
|
| $ |
| ||
At December 31, 2023, the Company had net operating loss carry forwards of approximately $
10. Subsequent Events
Flooid/Quantum has sold both exclusive and non-exclusive Licensed Distributorships, with sales closings in the last quarter of 2023 for $
From the first quarter of 2024, an additional exclusive Licensed Distributorship was sold to Arc Energy of the Philippines for $
The Company is currently in negotiation for eight (8) additional non-exclusive Distributorships in Utah, Indiana, Michigan, Ohio, Texas, and Kansas.
The Company now operates sales and operational offices in Tampa, Florida; Honolulu, Hawaii; Dallas/Fort Worth, Texas; Maumee, Ohio; Monroe, Michigan; Las Vegas, Nevada; Scottsdale, Arizona; St. George, Utah; Tulsa, Oklahoma; and Tacoma, Washington.
The Company’s active customer base for executed letters of intent, customer contracts, and ongoing Energy Surveys, engineering, system design and installation currently include; Embassy Suites (Hilton), Holiday Inn Express (IHG Hotels), Nokia, Karmali Holdings (Exxon Campus A, Houston), Texas Health Resources, Faith United, New Freedom (heath and human services), Verizon/Frontier Communications, Hampton Inns (Hilton), Humanetics Companies, RIMA Manufacturing. Governmental include; Lincoln County, Wyoming, City of Hillsdale, Michigan, City of Rosemond Community Service District (California).
The Company began its first large-scale contract on March 10, 2025, for Karmali Holdings, of Southlake Texas, located 222 Benmar Drive in Houston Texas, the former Exxon campus a location. The approved installation includes an 8-story class A office complex, and attached large-scale parking structure.
From October of 2024 the Company has completed Letters of Intent, and has completed Energy Surveys on just under 3,000,000 ft.² of commercial and industrial facilities, representing approximately $
| F-14 |
| Table of Contents |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We have carried out an evaluation, under the supervision and with the participation of our management, including our President/Principal Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2023. Based on such evaluation, we have concluded that, as of such date, our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms, and that such information is accumulated and communicated to our management, including our President/Principal Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining internal control over financial reporting for our internal control system which was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over our financial reporting includes those policies and procedures that:
(1) | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions. |
|
|
(2) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and |
|
|
(3) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. |
All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error or circumvention through collusion of improper overriding of controls. Therefore, even those internal control systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control may vary over time.
A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.
Under the supervision and with the participation of our President (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer), management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of December 31, 2023, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013). Based on our evaluation under this framework, management concluded that our internal controls over financial reporting were not effective as of the evaluation date due to the factors stated below:
| 19 |
| Table of Contents |
Management assessed the effectiveness of our company’s internal control over financial reporting as of the evaluation date and identified the following material weaknesses:
| o | Lack of proper segregation of duties due to limited personnel; |
| o | Lack of a formal review process that includes multiple levels of review from adequate personnel with requisite expertise; and |
| o | Lack of written policies and procedures for accounting and financial reporting. |
We do not have a functioning audit committee or sufficient outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures, but the Company has acted to expand its Board of Directors by April 30, 2025, which includes the addition of four independent directors, and form Audit, Compensation, and a Governance and Nominating Committees.
Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future.
Management, including our President (our principal executive officer) and our Chief Financial Officer (our principal financial officer and principal accounting officer), has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.
This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.
Audit Committee
As of the date of this annual report, we are currently nominating an audit committee. The Company has retained the accounting firm of Baker Tilly to assist in constructing its committees and meeting regulatory requirements. We intend to establish an audit committee of the Board of Directors, which will consist of independent directors, of which at least one director will qualify as a qualified financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. The audit committee’s duties would be to recommend to the Board of Directors the engagement of independent auditors to audit our financial statements and to review its accounting and auditing principles. The audit committee would review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent public accountants, including their recommendations to improve the system of accounting and internal controls. The audit committee would at all times be composed exclusively of directors who are, in the opinion of the Board of Directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.
Board Independence
As of the date of this annual report, we are currently nominating four independent directors. The Company has retained the accounting firm of Baker Tilly to assist in constructing its committees and meeting regulatory requirements.
| 20 |
| Table of Contents |
Audit Committee Financial Expert
As of the date of this annual report, we are currently nominating an audit committee. The Company has retained the accounting firm of Baker Tilly to assist in constructing its committees and meeting regulatory requirements. Our board of directors has determined that we do not have an audit committee financial expert within the meaning of Item 407(d)(5) of Regulation S-K. In general, an “audit committee financial expert” is an individual member of the audit committee who (a) understands generally accepted accounting principles and financial statements, (b) is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves, (c) has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements, (d) understands internal controls over financial reporting and (e) understands audit committee functions.
Code of Ethics
The Company is currently reviewing its code of ethics for our executive officers, directors, and employees. The Company has retained the accounting firm Baker Tilly to assist in reviewing and adopting its code of ethics. However, our management intends to promote honest and ethical conduct, full and fair disclosure in our reports to the SEC, and compliance with applicable governmental laws and regulations.
Governance and Nominating Committee
The Company is in the process of establishing a governance and nominating committee. Our board of directors, sitting as a board, performs the role of a nominating committee. We are not currently subject to any law, rule or regulation requiring that we establish a nominating committee.
Compensation Committee
The Company is in the process of establishing a compensation committee of the Board of Directors. The compensation committee would review and approve our salary and benefits policies, including compensation of executive officers. The compensation committee would also administer any stock option plans and recommend and approve grants of stock options under such plans.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the year ended December 31, 2023 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
ITEM 9B. OTHER INFORMATION.
There are no further disclosures.
| 21 |
| Table of Contents |
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
DIRECTORS AND EXECUTIVE OFFICERS
Our directors, executive officers and key employees, and their ages as of the date of this report, are listed below. Our directors hold office for one-year terms or until their successors have been elected and qualified.
Name |
| Position |
| Age |
|
|
|
|
|
Dennis M. Danzik |
| President, Secretary, Treasurer/Chief Financial Officer and a Director |
| 66 |
Craig Kitchen |
| Director |
| 72 |
William Westbrook |
| Director |
| 47 |
The biographies of the directors and officers are set forth below as follows:
Dennis M Danzik.
Dennis Danzik has been the President, Secretary, Treasurer/Chief Financial Officer and a Director of the Company since July 15, 2022.
Dennis M. Danzik is a research engineer by profession and has been practicing in product development and related investment opportunities since 1981. Mr. Danzik holds a degree in industrial engineering, and completed post studies at Sloan/MIT in product development (2009) and also completed post education at the Harvard Medical School (HMX) in physiology and genetics. Mr. Danzik’s expertise is in olefins, including polyethylene and polypropylenes including recycling methodologies in thermoplastics. Mr. Danzik has been granted US and foreign patents in composites, infectious waste processing including the use of thermosets, thermoplastics and olefins. Mr. Danzik’s public company experience spans more than 30 years with directorships held on companies listed on the American, OTC, London, German (DAX), TSX.V, and the ASX in Australia. Mr. Danzik has also served as CEO, and engineering and sciences director on several public companies. Since 1998, Mr. Danzik’s work has been primarily in the oil and gas industry, wastewater treatment, materials recovery and magnetics.
Craig Kitchen
Craig Kitchen served as the Chief Commercial Officer for IAR Aircraft Services from August 2017 to September 2018. IAR Aircraft Services operates a fleet of C-130 aircraft in support of private global airlift and forest fire suppression.
Mr. Kitchen served as Chief Commercial/Operations Officer for MD Helicopters (fmr. McDonnell Douglas Helicopter) from July 2007 to August 2017. His responsibilities included overseeing the development of commercial and military aircraft contracts.
Mr. Kitchen has extensive public and private experience in finance. Prior to his retirement in 2017, from MD Helicopters, he was responsible for and signed a contract with the United States Army for $1.34 billion. Mr. Kitchen also served as Chief Executive Officer of Eagle Picher from 2002 to 2005.
Mr. Kitchen earned a Bachelor of Science degree from the United States Air Force Academy in 1974 and is a retired United States Airforce flight officer, flight instructor, and combat veteran.
Mr. Kitchen also earned a Masters of Business Administration from the University of Northern Colorado in 1982.
William Westbrook
William Westbrook is currently an independent director on the Board of flooidCX Corp elected on August 8, 2022.
Mr. Westbrook served as a CFO for Quantum Energy Inc. and held that position since December 9, 2020 until December 31, 2022. From September 2014 until December 2019 Mr. Westbrook served as CEO of SoOum Corp., a company traded on OTC-Pink.
From July 2008 to December 2014 Mr. Westbrook worked as CEO of Estmar Global Inc., an international trading company specializing in the delivery of commodities to frontier markets and areas of conflict.
From March 2008 to July 2008 Mr. Westbrook worked as Workforce Performance Consultant to Aspen Technologies in Burlington Massachusetts and beginning in February 2007 to March 2008 he served as the National Budget Director for the Romney for President Campaign.
From 2005 to 2007 Mr. Westbrook worked as Assistant Controller for Lennar Corporation’s land development division in Tucson Arizona.
| 22 |
| Table of Contents |
From 2001 to March 2006 Mr. Westbrook worked for family business in land development.
In 2001 Mr. Westbrook earned a Bachelor of Arts degree in Economics from the Brigham Young University, which is located in Provo Utah.
FAMILY RELATIONSHIPS
There are no family relationships among our directors or officers.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The Company is not aware of any person who, at any time during the fiscal year ended December 31, 2023, was a director, officer, beneficial owner of more than ten percent of the Company’s common stock, that failed to file on a timely basis reports required by Section 16(a) of the Exchange Act during the most recent fiscal year.
CORPORATE GOVERNANCE MATTERS
During 2024, the Company executed a retainer agreement with the accounting firm of Baker Tilly to provide compliance and board guidance to the Company as it grows and expands.
Audit Committee
As of the date of this Report, we do not have an audit committee, but the Company is constructing one that will be in place no later than May1st of this year. We are also establishing an audit committee of the Board of Directors, which will consist of independent directors, of which at least one director will qualify as a qualified financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. The audit committee’s duties would be to recommend to the Board of Directors the engagement of independent auditors to audit our financial statements and to review its accounting and auditing principles. The audit committee would review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent public accountants, including their recommendations to improve the system of accounting and internal controls. The audit committee would at all times be composed exclusively of directors who are, in the opinion of the Board of Directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.
Board Independence
As of the date of this Report, we do not have any independent directors but will be nominating four independent directors no later than May 1st 2025.
Audit Committee Financial Expert
Our board of directors has determined that we do not have an audit committee financial expert within the meaning of Item 407(d)(5) of Regulation S-K. In general, an “audit committee financial expert” is an individual member of the audit committee who (a) understands generally accepted accounting principles and financial statements, (b) is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves, (c) has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements, (d) understands internal controls over financial reporting and (e) understands audit committee functions. The Company is actively seeking a fully qualified individual to fill this position, participate and support the entirety of the board of directors.
Code of Ethics
We have a code of ethics for our executive officers, directors and employees, that will be approved by our board of directors at its next meeting in April 2025. However, our management promotes and enforces honest and ethical conduct, full and fair disclosure in our reports to the SEC, and compliance with applicable governmental laws and regulations.
| 23 |
| Table of Contents |
Governance and Nominating Committee
We are in the process of establishing a governance and nominating committee. Our board of directors, sitting as a board, performs the role of a nominating committee. We are not currently subject to any law, rule or regulation requiring that we establish a governance and nominating committee.
Compensation Committee
We intend to establish a compensation committee of the Board of Directors. The compensation committee would review and approve our salary and benefits policies, including compensation of executive officers. The compensation committee would also administer any stock option plans and recommend and approve grants of stock options under such plans.
ITEM 11. EXECUTIVE COMPENSATION.
During the years ended December 31, 2023 and ten months ended December 31, 2022, our officers and directors earned compensation indicated in the chart below.
SUMMARY COMPENSATION TABLE
The following table sets forth information about the remuneration of our principal executive officer for services rendered during our fiscal years ended December 31, 2023 and ten months ended December 31, 2022. There were no other executive officers that had total compensation of $100,000 or more for our last completed full fiscal year. Certain tables and columns have been omitted as no information was required to be disclosed under those tables or columns.
SUMMARY COMPENSATION TABLE
Name and Principal Position |
| Year |
| Salary ($) |
|
| Bonus ($) |
|
| Stock Awards ($) |
|
| Option Awards ($) |
|
| Nonequity Incentive Plan Compensation ($) |
|
| Nonqualified Deferred Compensation Earnings ($) |
|
| All Other Compensation ($) |
|
| Total ($) |
| ||||||||
Dennis M. Danzik-President, |
| 2023 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Chief Financial Officer and Director |
| 2022 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
(1) Mr. Danzik, who is currently the Company’s only executive officer, did not receive any form of compensation during either 2023 or 2022.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
None.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS
None of our executive officers or directors are parties to an employment contract.
DIRECTOR COMPENSATION
We currently do not compensate our directors for acting in such capacity.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our officers and directors are indemnified as provided by the Nevada Revised Statutes (the “NRS”) and our bylaws. Under Nevada law, a corporation may indemnify its directors, officers, employees and agents under certain circumstances, including indemnification of such persons against liability under the Securities Act of 1933, as amended. In addition, a corporation may purchase or maintain insurance on behalf of its directors, officers, employees or agents for any liability incurred by him in such capacity, whether or not the corporation has the authority to indemnify such person.
| 24 |
| Table of Contents |
Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:
| (1) | such indemnification is expressly required to be made by law; |
| (2) | the proceeding was authorized by our Board of Directors; |
| (3) | such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law; or |
| (4) | such indemnification is required to be made pursuant to the bylaws. |
Our bylaws provide that we will advance all expenses incurred to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was our director or officer, or is or was serving at our request as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request. This advance of expenses is to be made upon receipt of an undertaking by or on behalf of such person to repay said amounts should it be ultimately determined that the person was not entitled to be indemnified under our bylaws or otherwise.
Our bylaws also provide that no advance shall be made by us to any officer in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding; or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision- making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to our best interests.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following tables set forth information as of December 31, 2023, regarding the beneficial ownership of our common stock: (a) each stockholder who is known by us to own beneficially in excess of 5% of our outstanding common stock; (b) each director known to hold common or preferred stock; (c) each of our executive officers; and (d) the executive officers and directors as a group. Except as otherwise indicated, all persons listed below have (i) sole voting power and investment power with respect to their shares of stock, except to the extent that authority is shared by spouses under applicable law, and (ii) record and beneficial ownership with respect to their shares of stock. The percentage of beneficial ownership of common stock is based upon 49,166,697 shares of common stock, 155,400 shares of Series B preferred stock and 915,000 shares of Series C preferred stock issued outstanding as of December 31, 2023.
NAME AND ADDRESS OF BENEFICIAL OWNER |
| TITLE OF CLASS |
| NUMBER OF SHARES BENEFICIALLY OWNED (1) |
|
| PERCENT OF SHARES BENEFICIALLY OWNED (1) |
| ||
|
|
|
|
|
|
|
|
| ||
Dennis M. Danzik |
| Common |
|
| 13,800,000 |
|
|
| 28 | % |
Michael Halverson |
| Common |
|
| 4,102,879 |
|
|
| 8 | % |
Hinz Family Trust |
| Common |
|
| 3,600,000 |
|
|
| 7 | % |
Wyoming RE, LLC |
| Common |
|
| 3,035,454 |
|
|
| 6 | % |
DEJA, LLC |
| Preferred B |
|
| 120,000 |
|
|
| 77 | % |
John Rolfe, LLC |
| Preferred B |
|
| 20,000 |
|
|
| 13 | % |
Harry Ewert |
| Preferred B |
|
| 15,000 |
|
|
| 10 | % |
Dennis M. Danzik |
| Preferred C |
|
| 460,000 |
|
|
| 50 | % |
Hinz Family Trust |
| Preferred C |
|
| 120,000 |
|
|
| 13 | % |
DEJA, LLC |
| Preferred C |
|
| 120,000 |
|
|
| 13 | % |
KIFU LLC |
| Preferred C |
|
| 105,000 |
|
|
| 11 | % |
Anthony Ker |
| Preferred C |
|
| 30,000 |
|
|
| 3 | % |
Craig Kitchen |
| Preferred C |
|
| 30,000 |
|
|
| 3 | % |
John Rolfe, LLC |
| Preferred C |
|
| 20,000 |
|
|
| 2 | % |
Harry Ewert |
| Preferred C |
|
| 15,000 |
|
|
| 2 | % |
William Westbrook |
| Preferred C |
|
| 15,000 |
|
|
| 2 | % |
(1) Series B preferred shareholders do not have voting rights. However, the shares are convertible to common stock at a ratio of 1:30. As such, the shareholder has the right to acquire beneficial ownership in accordance with Rule 13d-3(d) of the Exchange Act.
(2) Each series C preferred shareholder is entitled to 250 votes (i.e. 1:250). However, the shares are not convertible into common stock.
| 25 |
| Table of Contents |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
We historically have sought and obtained funding from officers, directors, and family members as these categories of persons are familiar with our management and often provide better terms and conditions than we can obtain from unassociated sources.
Except as set forth below, there were no transactions with any related persons (as that term is defined in Item 404 in Regulation S-K) during the last two completed fiscal years, or any currently proposed transaction, in which we were or were to be a participant and the amount involved which the amount exceeds the lesser of $120,000 or one percent of the average of our assets at year-end for the last two completed fiscal years, and in which any related person had a direct or indirect material interest.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
The following table shows the fees paid or accrued for the audit and other services provided by our principal accountant.
|
| Dec. 2023 |
|
| Dec. 2022 |
| ||
Audit fees |
| $ | 45,000 |
|
| $ | 75,000 |
|
Audit related fees |
| -0- |
|
| -0- |
| ||
Tax fees |
| -0- |
|
| -0- |
| ||
All other fees |
| -0- |
|
| -0- |
| ||
Audit Fees
Audit fees represent the professional services rendered for the audit of our annual financial statements and the review of our financial statements included in quarterly reports, along with services normally provided by the accountant in connection with statutory and regulatory filings or engagements.
Audit Related Fees
Audit-related fees represent professional services rendered for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees.
Tax Fees
Tax fees represent professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.
All Other Fees
All other fees represent fees billed for products and services provided by the principal accountant, other than the services reported for the other categories.
| 26 |
| Table of Contents |
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
The following exhibits are filed as part of this Form 10-K:
Exhibit Number |
| Description |
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
101.INS** |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
|
|
|
101.SCH** |
| Inline XBRL Taxonomy Extension Schema Document |
|
|
|
101.CAL** |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
|
101.DEF** |
| Inline XBRL Taxonomy Extension Definition Linkbase Document |
|
|
|
101.LAB** |
| Inline XBRL Taxonomy Extension Labels Linkbase Document |
|
|
|
101.PRE** |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
|
|
104** |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
____________
** | XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
* | Included as an Exhibit to this filing |
ITEM 16. FORM 10-K SUMMARY.
None.
| 27 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| flooidCX Corp. |
| |
|
|
|
|
April 15, 2025 | By: | /s/ Dennis M Danzik |
|
|
| Dennis M. Danzik. President, Chief Executive Officer, Chief Financial Officer and Director |
|
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Each person whose signature appears below appoints Dennis M Danzik as his or her attorney-in-fact, with full power of substitution and re-substitution, to sign any and all amendments to this report on Form 10-K of flooidCX Corp., and to file them, with all their exhibits and other related documents, with the Securities and Exchange Commission, ratifying and confirming all that their attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue of this appointment. In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Issuer and in the capacities and on the dates indicated:
Name |
| Title |
| Date |
|
|
|
|
|
/s/ Dennis M Danzik |
| Director, President |
| April 15, 2025 |
Dennis M Danzik |
| Chief Executive Officer/Chief Financial Officer |
|
|
|
|
| ||
/s/ Craig Kitchen | Director |
| April 15, 2025 | |
Craig Kitchen |
|
|
|
|
|
|
|
|
|
/s/ William Westbrook |
| Director |
| April 15, 2025 |
William Westbrook |
|
|
|
| 28 |
EXHIBIT 31.1
CERTIFICATION
I, Dennis M Danzik, certify that:
| 1. | I have reviewed this annual report on Form 10-K of flooidCX Corp.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | As the registrant’s sole certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant is made known to me by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | As the registrant’s sole certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: April 15, 2025 | By: | /s/ Dennis M Danzik | |
|
| Dennis M Danzik President, Chief Executive Officer, Chief Financial Officer and Director |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of flooidCX Corp. (the “Company”) for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dennis M Danzik, President/President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: April 15, 2025 | By: | /s/ Dennis M Danzik | |
|
| Dennis M Danzik | ||
|
| President, Chief Executive Officer, Chief Financial Officer and Director |